SEC Form 3 · accession 0000899243-18-022234
Select Interior Concepts, Inc. · SIC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brett G Wyard
Director
Period of report
Aug 13, 2018
Accepted (ET)
Aug 13, 2018 · 8:12 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001723866
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2 | holding | — | — | — | 0 | I | See footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom StockF4,F3 | — | holding | — | — | — | — | — | Class A Common Stock | 0 | — | I |
Explanation of responses
- F1Mr. Brett Wyard is a managing partner of each of Solace General Partner, LLC ("Solace GP") and Solace Capital Partners, LLC, the general partner of Solace Capital Partners, L.P. ("Solace Capital"). Solace GP is the general partner of, and Solace Capital is the investment manager of, Solace Capital Special Situations Fund, L.P. ("Solace Special Situations"), which is the 100% owner of Gateway Securities Holdings, LLC (the "Solace Fund"). The Solace Fund directly holds shares of Class A Common Stock of the Issuer, and each of Solace GP and Solace Capital has voting and investment power over the shares of Class A Common Stock held by the Solace Fund.
- F2(Continued from Footnote 1) This report does not include any shares of Class A Common Stock directly held by the Solace Fund or that may be deemed to be beneficially owned by Solace GP, Solace Capital, Solace Special Situations or any other entity affiliated with the Solace Fund. Mr. Wyard disclaims beneficial ownership of all such securities, and this report shall not be deemed an admission that Mr. Wyard is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- F3The phantom stock is economically equivalent to the Issuer's Class A Common Stock. These phantom stock were granted by the Issuer under its 2017 Incentive Compensation Plan on December 15, 2017, in connection with Mr. Wyard's service on the board of directors of the Issuer (the "Board"). These phantom stock will vest in equal installments annually over three years and be settled in cash on the applicable vesting date so long as Mr. Wyard continues to serve on the Board through the applicable vesting date.
- F4The terms of the limited partnership agreement of Solace Special Situations require that all payments in respect of Mr. Wyard's service as a director on the Board be paid to Solace Capital. As such, Mr. Wyard does not have any right to the compensation received in connection with his service on the Board, and he therefore does not have any pecuniary interest in the phantom stock. Mr. Wyard disclaims beneficial ownership of all such securities, and this report shall not be deemed an admission that Mr. Wyard is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Remarks
Exhibit List Exhibit 24 - Power of Attorney